EXHIBIT 4.4 SERVICE AGREEMENT

1

INDEX

Clause

Page

1.

Definitions, Interpretation and Construction

3

Main Terms and Conditions

2.

Position

5

3.

Commencement, Duration & Notice

5

4.

Continuous Employment

5

5.

Duties

5

6.

Place of Employment

7

7.

Hours of Work

7

8.

Other Interests

7

Main Terms & Conditions – Benefits & Reward

9.

RBS elect

7

10.

Bonuses

8

11.

Profit Sharing

8

12.

Executive Share Option Scheme

9

13.

Pension Scheme and Death-in-Service

9

14.

Holidays

10

15.

House Purchase and Staff Borrowing

11

Supplementary Information

16.

Expenses

11

17.

Dealings in Investments

11

18.

Sickness

12

19.

Confidentiality

14

20.

Property in Confidential Material

15

21.

Intellectual Property – Patents & Trademarks

15

22.

Redundancy and Early Retirement

16

23.

Termination

16

1.      

DEFINITIONS, INTERPRETATION AND CONSTRUCTION

(a)      

In this Agreement, unless otherwise stated, the following definitions apply:

(i)      

"Associated Company" means any company (i) having an ordinary share capital of which not less than 25 per cent is owned directly or indirectly by the Company or (ii) a holding company of the Company or any subsidiary of any such holding company;

(ii)      

"the Board" means the Board of Directors of the Company or an authorised committee of the Board of Directors of the Company;

(iii)      

“the Main Board” means the Board of Directors of the Company;

(iv)      

"the Group" means the Company and its Associated Companies.

(v)      

"the Remuneration Committee" means the Remuneration Committee of the Board or any committee empowered by the Board in substitution for the Remuneration Committee;

2.      

POSITION

The Executive will be employed as Group Finance Director and agrees to accept the position on the terms and conditions set out in this Agreement. The Company shall be entitled from time to time to appoint any other person or persons to act jointly with the Executive.

3.      

COMMENCEMENT, DURATION & NOTICES

(a)      

This Agreement and the Executives employment commenced on the 4 ^th September 2000 and will continue unless terminated, subject to the provisions of Clauses 22 and 23, by the Company giving to the Executive twelve months’ prior written notice of termination or by the Executive giving to the Company six months’ prior written notice of termination.

(b)      

this Agreement shall automatically terminate without notice on the Executive reaching the retirement age of sixty (60) years of age.

4.      

CONTINUOUS EMPLOYMENT

The Executive's period of continuous employment with the Company commenced on the 4 ^th September 2000.

5.      

DUTIES

(a)      

The Executive shall, in his role as Group Finance Director, devote the whole of his time, attention and skill during his hours of work as specified in Clause 7 to the business of the Company and shall faithfully, efficiently, competently and diligently perform such duties and exercise such powers, authorities and discretions which may be assigned to or vested in him by the Board and shall obey all reasonable and lawful directions given by or under the authority of the Board and use his best endeavours to promote and extend the business of the Company and to protect and further its interests and reputation.

(b)      

The Executive may be required, to perform services not only for the Company but also for the benefit of any Associated Company and to hold such offices in the Company or any Associated Company as the Board may

reasonably require, but without further remuneration (except as otherwise agreed in writing between the parties). The Executive may, without prejudice to his rights, be required to be seconded to the employment of any Associated Company. However, the Executive will not be required to perform such services which he cannot reasonably be expected to perform or which are inconsistent with his role as Group Finance Director.

(c)      

The duties of the Executive as an officer of the Company or of any Associated Company shall be subject to the Articles of Association of the relevant company and shall be separate from and in addition to his duties under this Agreement. Save where the Executive is a director of the Main Board if, during the continuance of this Agreement, he ceases to be in office as a director of the Company or of any Associated Company (otherwise than by resignation or unless the Executive is prohibited by law from acting as an Officer of the Company or an Associated Company) this Agreement shall nevertheless remain in force as if the Executive's employment is that of executive manager rather than that of director.

(d)      

The Executive will report to Fred Goodwin, Group Chief Executive or to such other person as the Board may specify from time to time.

(e)      

Once notice to terminate the Executive’s employment has been given by the Company or by the Executive under Clause 3, the Company may at its absolute discretion require the Executive not to attend work and/or not to undertake any of the Executive’s duties during any period of notice, provided that the Company shall continue to pay the Executive his salary and provide his contractual benefits under this Agreement.

(f)      

Further, at any time during such period of suspension referred to in Clause 5(e) above the Executive shall at the request of the Board immediately resign without claim for compensation from any office as a director of the Company or Associated Company and from such office held by the Executive in the Company or Associated Company.

(g)      

Any period of notice during which, pursuant to Clause 5(e), the Executive shall be required not to attend at work and/or not to undertake any of the Executive’s duties shall count towards any period of restriction set out in Clauses 24(b) (I), (iii) or (iv).

As of the date of this Agreement, the Executive’s ValueAccount is £660,000, which includes the Salary Element of £600,000 per annum. Full details of RBS elect are contained in the Company’s guidebook in relation to the scheme.

(b)      

The Executive’s ValueAccount less the cost of any benefits elected through RBS elect will be paid monthly on 18th day of each month (or on the last preceding working day where 18th day falls on a weekend) and shall be at the absolute discretion of the Company subject to review annually on the 1st day of April of each year or any other day approved by the Group Remuneration Committee with any adjustments having immediate effect.

(c)      

All remuneration payable in cash to the Executive under this Agreement shall be credited to a bank account to be maintained by the Executive with the Company or with another company in the Group.

10.

BONUSES

(a)      

Subject to Clause 10 (b) below, the Executive may, at the absolute discretion of the Remuneration Committee, be entitled to participate in any Executive Bonus Scheme as approved by the Remuneration Committee.

(b)      

If the Executive is serving out notice whether given by the Executive or the Company, or is dismissed, the Executive will not be entitled to receive a bonus which would or may otherwise be due to the Executive whether paid in cash or in shares as set out in Clause 10 (a) above save in the case of the Executive serving out notice of redundancy given by the Company, in which case the award of any bonus shall be at the absolute discretion of the Remuneration Committee.

11.

PROFIT SHARING

The Executive shall be eligible to participate in the RBSG's Profit Sharing Scheme, the terms and conditions of which will be made available to the Executive. Any entitlement is calculated by reference to the Executive’s Salary Element.

12.      

EXECUTIVE SHARE OPTION SCHEME

The Executive shall, at the absolute discretion of the Remuneration Committee, be eligible to participate in the Company's Executive Share Option Scheme.

13.      

PENSION SCHEME AND DEATH-IN-SERVICE

(a)      

Subject to the appropriate Inland Revenue approval and to the Rules of The Royal Bank of Scotland Staff Pension Scheme (the “Pension Scheme”) in force, from time to time the Executive shall automatically become a non-contributory member of the “Pension Scheme” unless or until the Executive provides to the Company and the Trustees written confirmation of his intention to opt out.

(b)      

A Contracting Out Certificate issued in terms of Part III of the Pension Schemes Act 1993 is in force in relation to the Executive's employment

(c)      

Should the Executive wish to transfer any pension rights already accrued in other schemes to the Pension Scheme, the - Pension Scheme is fully approved by the Inland Revenue and has power to accept transfer payments

(d)      

The Company operates a voluntary contributions plan under which the Executive can augment his pension within certain limits and further details will be provided by the Company upon request

(e)      

Whilst the Executive is a member of the Pension Scheme and receives a basic salary in excess of the Pension Cap, the Bank will make contributions to The Royal Bank of Scotland Group plc Funded Unapproved Retirement Benefits Scheme the “FURBS” for the Executive. For the tax year 2004/2005 the total contribution (including tax and National Insurance) will be 30% of the Executive’s Relevant Salary (as defined in the FURBS rules). At the current rates of tax and National Insurance, this would provide a contribution to the FURBS amount of approximately 16%. The Company reserves the right to vary the rate of the FURBS contribution from time to time. The contributions will be paid into an individual FURBS trust in the Executive’s name and the Executive will be able to choose from a range of investment options within his own FURBS trust. Under UK pensions

legislation the Executive’s pensionable salary is restricted to the general earnings capped figure – this is the “Pensions Cap”.

(f)      

To the extent that any salary related lump-sum payment made by the Pension Scheme in respect of the death of the Executive while in service before the Normal Pension Date as defined in the Pension Scheme is less than four times the Executive’s Salary Element by reason only of Section 590C of the Income and Corporation Taxes Act 1988 (which deals with the earnings cap), the Company shall ensure that a payment is made equal to the amount of the difference. This benefit will be subject to any restrictions imposed by an insurance company with which it is insured.

14.      

HOLIDAYS

(a)      

The Company's holiday year runs from 1 January to 31 December. The Executive will be entitled to 30 working days holiday to be taken at such time or times as the Executive shall request and agree with the Company plus a further 8 days to be taken at times to be determined by the Company (which would normally be Bank Holidays). The Company reserves the right to request the Executive to work on Bank Holidays

(b)      

In the event that the Executive is not employed throughout a full holiday year, the Executive's future or accrued holiday entitlement shall be reduced pro rata according to each completed month of employment during that holiday year.

(c)      

There shall, subject to the following provisions of this Clause 14, be no right to payment in lieu of unused holiday entitlement. The Executive shall be entitled to be paid in respect of any holiday entitlement accrued due but not taken at the date of termination of this Agreement provided that such termination has not occurred under the provisions of Clause 23(a).

(e)

During any period of notice the Company shall be entitled, at its own discretion, to require the Executive to take accrued and outstanding holiday entitlement or to make payment in lieu of such outstanding entitlement.

(f)

Upon termination of this Agreement the Executive will repay to the Company any salary received for holidays taken by him in excess of his

accrued entitlement. Any sums due to the Company may be deducted by the Company from any monies owed to the Executive.

15.      

HOUSE PURCHASE AND STAFF BORROWING

(a)      

The Executive shall be entitled to participate in the Company's Staff House Purchase Scheme. The details will be made available by the Company,

(b)      

Concessionary interest rates will be available to the Executive for personal loans, subject to the terms for such staff lending in force from time to time.

16      

EXPENSES

The Executive shall, subject to the production of the relative receipts or other satisfactory evidence and compliance with the Company’s Travel & Expenses policy in force from time to time, be reimbursed for all out-of-pocket expenses incurred in the performance of his duties, including expenses of entertainment, subsistence and travelling. In order to facilitate payment of expenses, the Executive will be supplied with a credit card for use solely in this connection.

17.      

DEALING IN INVESTMENTS

(a)      

The Executive will be subject to the Company's Staff Dealing Rules which require prior permission to be obtained before dealing in most types of securities transactions and for requests and authorisations to deal to be confirmed in writing on the appropriate Company form. The Company also operates a closed period during which the Executive will not be permitted deal in RBSG shares. Failure to abide by these rules will constitute serious misconduct for the purposes of any disciplinary action.

(b)      

Details of the Company's Staff Dealing Rules are contained in the Conduct of Accounts Manual.

18.      

SICKNESS

(a)      

There is no contractual right to payment in respect of any periods of absence due to sickness or incapacity and any such payments will be made at the Company’s sole discretion.

(b)      

If the Executive is absent from work due to illness, injury, or accident the Company may, at its sole discretion, continue to pay Company sick pay at 100% of the Executive’s ValueAccount rate for the first 182 days of incapacity. Thereafter, an income protection benefit equal to 55% of his ValueAccount rate (inclusive of any state sickness benefit payable) may be paid for up to a further five years subject to the qualifying criteria set out in Clauses 18 (a) – 18 (e) and 18 (h) being met;

(i)      

any benefit paid during the initial 182 days absence will include an allowance in lieu of holiday entitlement. Consequently normal holiday entitlement will cease to accrue;

(ii)      

during any extended absence period beyond the initial 182 days absence and up to five years, the overall level of benefit will increase each January in line with any increase applied to payments under the Company’s pension fund;

(iii)      

during the entire extended absence period, the Executive will continue to receive additional Company benefits, including non- contributory pension scheme and RBSG’s Profit Sharing Scheme and will remain eligible to participate in the RBSG Sharesave Scheme. With the exception of the Company pension, all salary- related benefits will be linked to the current level of income protection benefit as defined in Clause 18 (b). Pension benefits will be based on the Executive’s Salary Element before his sickness absence and will be increased each year in line with any increase applied to payments under the Company’s pension fund;

(iv)      

at the end of the five year extended absence period, if the Executive is unable to return to work he will be considered for ill- health retirement. Ill-health retirement will only be considered

where the Executive satisfies the relevant ill-health retirement criteria; and

(v)      

all periods of long-term sickness absence will be regarded as continuous service for the purpose of pension and other benefit calculations.

(c)      

The Executive will self-certify his incapacity for absences of up to seven consecutive days (including weekends and statutory holidays).

(d)      

A doctor’s certificate must be submitted to the Company for absences of more than seven consecutive days. Thereafter, the Executive must submit a new doctor’s certificate on a weekly basis to cover further periods of absence.

(e)      

The Company reserves the right to request the Executive to provide evidence for any period of absence including those that would normally be self-certified.

For the purposes of assessing the entitlement of the Executive to Statutory Sick Pay, the qualifying days will be Monday to Friday inclusive.

(f)      

If the Executive is incapable of performing his duties because of injuries sustained wholly or partly as a result of actionable negligence, nuisance or breach of any statutory duty on the part of any person other than a company in the Group ("the third party") or if the Executive is covered by any health insurance scheme (“the insurance policy”) all payments made to the Executive under Clause 18(b) above shall (to the extent that compensation for loss of earnings is recoverable from the third party or under the insurance policy), constitute loans by the Company (or by any Associated Company from whom the Company may have procured payment of the Executive's salary) to the Executive and shall be repaid when the Executive recovers compensation for loss of earnings from the third party by action or otherwise or under the insurance policy.

(g)      

Without prejudice to the provisions of the immediately preceding Clause 18 (f), in the event that the Executive has been incapacitated from performing his duties by reason of injuries sustained wholly or partly as a result of

actionable negligence or as a result of matters which are covered by the insurance policy, the Company shall be entitled to require the Executive either:

(i)      

(subject to the Company agreeing to indemnify the Executive against all reasonable legal expenses) to take legal proceedings to enforce his rights against any third party who has committed such an actionable negligence against him and/or to pursue a claim under the insurance policy; or

(ii)      

to assign his right to do so to the Company or any Associated Company in an attempt to recover from such third party and/or the relevant insurance company compensation for any loss of earnings sustained by the Executive.

(h)      

The Executive shall (including during any period of incapacity) at the request and expense of the Company submit to medical examinations by a medical practitioner nominated by the Company. The results shall, subject to the provisions of the Access to Medical Reports Act 1988, be disclosed to the Company.

19.      

CONFIDENTIALITY

(a)      

The Executive shall not (except as required in the proper performance of his duties or with proper authority) at any time directly or indirectly divulge or communicate to any person or make use of any of any information obtained or acquired by the Executive relating to the Group, its customers, its business and policy and its management which is, or is deemed by the